Exhibit 4.4


 


DESCRIPTION OF REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


References to “BioVie” and the “Company”
herein are, unless the context otherwise indicates, only to BioVie Inc. and not to any of its subsidiaries.


 


The following description of the Company’s
capital stock and provisions of the Company’s Articles of Incorporation, bylaws and the Nevada corporations law are summaries
and are qualified in their entirety by reference to our Articles of Incorporation and our bylaws. We have filed copies of these
documents with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed as an exhibit. Pursuant
to our Articles of Incorporation, as amended, our authorized capital stock consists of 800,000,000 shares of Class A common stock,
par value of $0.0001 per share (referred to as the Company’s common stock), and 10,000,000 shares of preferred stock, par
value $0.001 per share, to be designated from time to time by the Company’s Board of Directors.


 


Common Stock


 


BioVie is authorized to issue up to 800,000,000
shares of Class A common stock, par value $0.0001 per share. Each outstanding share of common stock entitles the holder thereof
to one vote per share on all matters. The Company’s bylaws provide that elections for directors shall be by a plurality of
votes. Stockholders do not have preemptive rights to purchase shares in any future issuance of common stock. Upon our liquidation,
dissolution or winding up, and after payment of creditors and preferred stockholders, if any, the Company’s assets will be
divided pro-rata on a share-for-share basis among the holders of the shares of common stock.


 


The holders of shares of common stock are entitled
to dividends out of funds legally available when and as declared by BioVie’s Board of Directors. The Company’s Board
of Directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future.


 


All of the issued and outstanding shares of
common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common
stock are issued, the relative interests of existing stockholders will be diluted.


 


As of August 3, 2020, there were 5,204,392
shares of common stock outstanding.


 


Preferred Stock


 


BioVie is authorized to issue up to 10,000,000
shares of preferred stock, par value $0.001 per share, in one or more classes or series within a class as may be determined by
the Company’s Board of Directors, who may establish, from time to time, the number of shares to be included in each class
or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications,
limitations or restrictions thereof. Any preferred stock so issued by the Board of Directors may rank senior to the common stock
with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of BioVie, or both. Moreover, under
certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage
or render more difficult a merger or other change of control.


 


As of August 3, 2020, there were no shares
of our preferred stock outstanding.


 




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Anti-Takeover Effects of Our
Articles of Incorporation and Bylaws


 


The Company’s Articles of Incorporation
and bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party
from acquiring control of us or changing BioVie’s Board of Directors and management. According to the Company’s Articles
of Incorporation and bylaws, neither the holders of common stock nor the holders of any preferred stock that may be issued in the
future have cumulative voting rights in the election of directors. The combination of the present ownership by a few stockholders
of a significant portion of our issued and outstanding common stock and lack of cumulative voting makes it more difficult for other
stockholders to replace BioVie’s Board of Directors or for a third party to obtain control of the Company by replacing its
Board of Directors.


 


Anti-Takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination” provisions
of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at
least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period
of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is
approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved
by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing
at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year
period, unless:


 


	the combination was approved by the board
of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested
stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later
approved by a majority of the voting power held by disinterested stockholders; or



	if the consideration to be paid by the interested
stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the
two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested
stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination
and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest
liquidation value of the preferred stock, if it is higher.



 


A “combination” is generally defined
to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or
more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate
market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation,
and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.


 


In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire the Company even though such a transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.


 



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Control Share Acquisitions


 


The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with
at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly
or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of
a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval
of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less
than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an
acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become
“control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore
the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired
a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control
shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for
dissenters’ rights.


 


A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and
will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.


 


The effect of the Nevada control share statutes
is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in
the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share
law, if applicable, could have the effect of discouraging takeovers of the Company.


 


Trading Market


 


The Company’s common stock trades on
the OTCQB Marketplace under the ticker “BIVI.”


 


Transfer Agent and Registrar


 


The Company’s independent stock transfer
agent is West Coast Stock Transfer, Inc., located at 721 N. Vulcan Ave., Suite 205, Encinitas, California 92024. Their phone number
is (619) 664-4780.


 


Disclosure of Commission Position on Indemnification
for Securities Act Liabilities


 


Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.


 



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